Commercial Lawyer Melbourne

Every business decision has a legal dimension. Whether you are entering a new contract, buying or selling a business, or restructuring your company's governance, the right legal advice protects your interests and prevents costly problems down the line. CMH Lawyers advises small and medium businesses across Melbourne and the Mornington Peninsula on the commercial legal issues that matter most.

Contracts and Terms of Trade

A contract is only as strong as its drafting. We prepare, review and negotiate commercial agreements across a wide range of industries, including supply agreements, distribution agreements, service contracts, licensing arrangements and joint venture agreements. We also draft and update terms of trade, which are the standard conditions under which your business supplies goods or services to customers.

Well drafted terms of trade are one of the most cost effective legal investments a business can make. They address payment terms, liability limitations, intellectual property ownership, dispute resolution and termination rights, giving you a clear legal framework for every transaction.

Buying or Selling a Business

A business sale is one of the most significant commercial transactions a person will undertake. Whether you are on the buying or selling side, the process involves due diligence, contract negotiation, regulatory compliance, employment transfer considerations, and often restraint of trade provisions that affect what the seller can do after settlement.

In Victoria, certain business sales trigger disclosure obligations under section 52 of the Estate Agents Act 1980 (Vic). We ensure that all statutory requirements are met and that the contract of sale accurately reflects the terms agreed between the parties, including provisions for stock, plant and equipment, intellectual property, and the apportionment of income and outgoings.

Director and Shareholder Issues

Directors of Australian companies owe statutory duties under the Corporations Act 2001 (Cth), including the duty to act in good faith, to act in the best interests of the company, to avoid conflicts of interest, and to prevent the company from trading while insolvent. We advise directors on compliance with these obligations and the practical steps they can take to protect themselves from personal liability.

Shareholder disputes can arise over profit distribution, management decisions, dilution of interests, or breaches of a shareholders' agreement. We advise on shareholder rights, oppression remedies under section 232 of the Corporations Act 2001 (Cth), and where the relationship has broken down, on exit strategies including buyouts and company wind ups. If a shareholder dispute escalates to litigation, we act in court proceedings at all levels.

Commercial Agreements

Beyond standard contracts, businesses often need tailored agreements for specific purposes. We prepare confidentiality and non disclosure agreements, memoranda of understanding, franchise agreements, partnership agreements and consultancy arrangements. We focus on drafting that is clear, enforceable and proportionate to the commercial context, not generic templates that leave gaps in protection.

If a commercial relationship breaks down and payment is not made, our debt recovery team can step in to recover what is owed efficiently and cost effectively.

Frequently Asked Questions

What does a commercial lawyer do?

A commercial lawyer advises businesses on legal matters including drafting and reviewing contracts, structuring business sales and purchases, preparing terms of trade, and advising directors and shareholders on their rights and obligations. CMH Lawyers works with small to medium businesses across Melbourne and the Mornington Peninsula.

Do I need a lawyer to buy or sell a business?

Yes. A business sale involves complex legal, tax and regulatory considerations. A lawyer conducts due diligence, reviews or drafts the contract of sale, advises on restraint of trade clauses and ensures compliance with obligations such as disclosure requirements under section 52 of the Estate Agents Act 1980 (Vic) where applicable.

What are terms of trade and why do I need them?

Terms of trade are the standard contractual conditions under which your business supplies goods or services. They cover payment terms, liability limitations, dispute resolution and other key matters. Well drafted terms of trade reduce your risk exposure and provide clarity for your customers.

What are a director's legal obligations?

Directors owe duties under the Corporations Act 2001 (Cth), including duties to act in good faith, to act in the best interests of the company, to avoid conflicts of interest, and not to trade while insolvent. Breach of these duties can result in personal liability, penalties and disqualification.

How do I protect my business from contract disputes?

The best protection is a clearly drafted contract that addresses the scope of work, payment obligations, termination rights and dispute resolution. Having a lawyer review contracts before you sign them, and ensuring your standard terms of trade are current, significantly reduces the risk of costly disputes.